1. food and drink
2. beverages
3. alcoholic beverages
4. cocktails and beer

EQUITY FOR PUNKS IV
SHARE OFFER INFORMATION
SECURITIES NOTE
IMPORTANT NOTICE
This document constitutes a securities note dated 21 April 2015 (the “Securities Note”) issued by Brewdog plc (the “Company”,“Brewdog”,“we”
or “us”), prepared in accordance with the Prospectus Rules made under Section 84 of the Financial Services and Markets Act 2000 (“FSMA”) and
has been approved by the Financial Conduct Authority (“FCA”) in accordance with FSMA.
Additional information relating to the Company is contained in a registration document issued by us on 21 April 2015 (the “Registration
Document”). A brief summary written in non-technical language and conveying the essential characteristics and risks associated with the
Company and the B Shares of 1p each in the Company (the “New B Shares”) which are being offered to the public (the “Offer”) is contained in a
summary issued by the Company also dated 21 April 2015 (the “Summary”). The Summary, this Securities Note and the Registration Document
together comprise a prospectus (the “Prospectus”) which has been approved by the FCA in accordance with the Prospectus Rules and you
are advised to read the Prospectus in full. The Company and the Directors (whose names are set out on page 25) accept responsibility for the
information contained in the Prospectus. The Company has requested that the FCA provides a certificate of approval and a copy of the Prospectus
to the relevant competent authorities (with a translation into the appropriate language of the summary contained in this document, where relevant)
in Austria, Belgium, Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Italy,
Latvia, Lithuania, Luxembourg, Malta, The Netherlands, Norway, Poland, Portugal, The Republic of Ireland, Romania, Spain and Sweden (together,
the “Approved Jurisdictions”) pursuant to the passporting provisions of FSMA. The distribution of the Prospectus and/or any related documents
into a jurisdiction other than the Approved Jurisdictions may be restricted by law and therefore persons into whose possession this Prospectus
and/or any related documents comes should inform themselves about and observe any such restrictions.
In particular, this Prospectus and the Application Forms should not be distributed, forwarded to or transmitted in, into or from any of the Excluded
Territories or into any other jurisdiction where the extension or availability of the Offer would breach any applicable law. Any failure to comply with
any such restrictions may constitute a violation of the securities laws of any such jurisdiction. It remains the responsibility of any person (including,
without limitation, custodians, nominees and trustees) outside the UK wishing to take up the Offer to satisfy himself as to the full observance of
the laws of any relevant territory in connection therewith, including the obtaining of any governmental or other consents which may be required,
the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such territories.
To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the
information contained in the Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
BREWDOG PLC
(registered in Scotland under the Companies Act 2006 with registered number SC311560)
to raise up to £25 million
No application has been made, nor is intended to be made, for any shares (including the New B Shares) in the capital of the Company to be dealt
in or listed on any stock exchange or market. Shareholders’ authority to subdivide the existing Ordinary Shares of the Company and to create, allot
and issue New B Shares up to an aggregate maximum nominal value of £5,263.16 will be sought at a general meeting of the Company to be held
on 6 June 2015.
The Offer will only proceed subject to the passing of resolutions to be proposed at the General Meeting granting authority to allot the New B
Shares, disapplying pre-emption rights and amending the Articles to enshrine the benefits associated with the B Shares as set out on
pages 31 – 32 of the Registration Document. If these resolutions are not passed the Offer will lapse and monies will be returned to subscribers
as soon as reasonably practicable thereafter. In such circumstances, monies will be sent by cheque via first class post and if these are lost in the
post, the Receiving Agent will not be liable. Subscribers bear the risk of their cheques being lost and will need to contact the Receiving Agent
for a replacement if cheques are lost. Shareholders will be notified by email of the outcome of the AGM. In the event that the Offer proceeds,
New B Shares will be issued as soon as reasonably practicable following the AGM and on a monthly basis thereafter. The New B Shares will
rank pari passu with existing issued B Shares from the date of issue. No change may be made to the rights attaching to the B Shares without
the approval of the holders of B Shares. A summary of the full rights and restrictions attributable to the B Shares are set out on pages 30 – 36
of the Registration Document, available as described below. The New B Shares are created under the Companies Act 2006 and will be issued
in registered form and be transferable in both certificated and uncertificated form and will rank for all dividends and other distributions declared,
paid or made by the Company in respect of the New B Shares thereafter. Applications, once made, may not be withdrawn save where a
supplementary prospectus is published by the Company in which case investors may withdraw their applications during the two Business Days
following the publication of the supplementary prospectus. Share certificates will be dispatched in electronic form, via email.
Copies of this document, the Summary and the Registration Document are available (and any supplementary prospectus published by the
Company will be available) free of charge from the offices of Brewdog, at Balmacassie Commercial Park, Ellon, Aberdeenshire, AB41 8BX,
Scotland on the Brewdog website at www.brewdog.com/equityforpunks and from the offices of RW Blears, the Company’s legal adviser, at 125
Old Broad Street, London EC2N 1AR.
All statements of opinion contained in this Prospectus, all views expressed and all projections, forecasts or statements relating to expectations
regarding future events or the possible future performance of the Company represent the Company’s own assessment based on information
available to it as at the date of this Prospectus. The third party information contained in the Prospectus has been accurately reproduced and, as far
as BrewDog is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the
reproduced information inaccurate or misleading.
Your attention is drawn to the risk factors set out on page 3 of this document. If you are in doubt as to the action you should take, you should
consult an independent financial adviser authorised under FSMA.
2 | EQUITY FOR PUNKS
IMPORTANT NOTICE
RISK FACTORS
You should read the Prospectus in full before
deciding whether to invest and bear in mind the
risks of investing, such as:
•It is our current policy not to pay any dividends
but to reinvest all profits to fuel
further growth.
•The value of BrewDog shares can go down as
well as up and, if you invest you might not get
your money back.
•Over three quarters of the shares in BrewDog
are owned by our founders and staff. As such,
they can vote decisions through at general
meetings, even ones investors in the Offer, as
minority shareholders, might disagree with.
•Before making a decision, think about whether
investing is right for you and don’t invest more
than you can afford.
•BrewDog is not yet listed on any stock
exchange so shares can only be sold once
a year via our trading platform (see page 29 for
details). Also, as we are not yet listed we are
also not subject to all the rules and regulations
which apply to listed companies.
•The benefits of investing are yet to be formally
written into our Articles so could be changed by
the Directors. However they will be written into
our company articles if our shareholders vote
‘yes’ at our 2015 AGM.
•The directors have the right to refuse to
register any transfer of shares. This means
we can prevent multinational monolithic beer
companies from buying shares in BrewDog.
RISK FACTORS
EQUITY FOR PUNKS | 3
WE LOVE CRAFT BEER.
OUR SIMPLE MISSION IS TO MAKE OTHER
PEOPLE AS PASSIONATE ABOUT GREAT
CRAFT BEER AS WE ARE.
This passion is what defines
us. It is our terminal addiction.
It underpins every single thing
we do.
At BrewDog we believe
in putting the flavour and
craftsmanship back into
people’s beer glasses.
At BrewDog we believe that
now is the time that beer stops
tasting of nothing and starts
tasting of a brave new world of
possibilities.
THIS IS BEER BACK ORDERED.
BEER LIKE IT WAS. BEER LIKE IT SHOULD BE.
BEER LIKE IT WILL BE.
4 | EQUITY FOR PUNKS
EQUITY FOR PUNKS
WE HAVE SWORN OUR ALLEGIANCE.
THERE IS NO TURNING BACK.
WE ARE THE CHANGE.
AND SO ARE YOU.
WE ARE BREWDOG AND THIS IS THE
CRAFT BEER REVOLUTION.
SO HELP ME DOG.
EQUITY FOR PUNKS
EQUITY FOR PUNKS | 5
2 PUNKS, 1 MISSION;
EQUITY FOR PUNKS IV: KEY ELEMENTS
A NOTE FROM BREWDOG’S CAPTAIN
•
We’re aiming to raise up to £25 million by issuing
526,316 new B Shares.
•
The offer opens on 21 April 2015 and will close on
20 April 2016.
BREWDOG IS AN ALTERNATIVE SMALL BUSINESS OWNED BY
THOUSANDS OF PEOPLE WHO LOVE CRAFT BEER. THEY ARE OUR
SHAREHOLDERS, OUR FRIENDS, OUR COMMUNITY AND THE HEART
AND SOUL OF OUR BUSINESS.
We have a community of over 14,500 Equity
Punk investors, and this is your chance to
join them.
In 2010, we tore up convention, turned the
traditional business model on its head and
launched Equity for Punks giving thousands
of people a front row seat to the craft beer
revolution.
And now it’s back. Bigger and better than ever
- giving you the opportunity to own part of
BrewDog and share in our future growth.
Rewind to 2007, based in a shed in the north
east of Scotland, BrewDog came howling into
the world.
Martin and I (James) put all our savings into
the new business. We wanted to build our
brewery on our passion for great beer, and
that passion still underpins every single thing
we do.
What started as 2 humans and 1 dog has
grown into a thriving small business that
employs over 350 talented people, ships
beers to over 50 countries, and has 28 craft
beer bars around the world. With your help
we can continue expanding BrewDog as we
continue on our mission to make other
people as passionate about great craft beer
as we are.
Keep on rocking in the free world.
WHAT SHOULD YOU DO BEFORE DECIDING TO GET
INVOLVED?
•
•
Shares cost £47.50 each, and the minimum
investment is 2 shares (£95).
•
If you’re applying online, the maximum
subscription is £9,975 for 210 shares. No limit
applies if you’re applying with a paper form and
you can apply more than once.
•
•
The offer is open across Europe.
•
•
Our offer isn’t underwritten by anyone.
•
The total costs of making the offer we estimate
as £200,000 so the net proceeds should be
£24.8 million if we’re fully subscribed.
Read the Prospectus (which is this document plus
the Summary and Registration Document, which are
available here:
www.brewdog.com/equityforpunks.)
Make sure you’re cool with the risks of investing – the
risk factors are on page 3.
HOW DO I GO ABOUT INVESTING?
You can visit
www.brewdog.com/equityforpunks
and invest via our website. Alternatively, you can
download and complete a paper application form,
which can be found on
www.brewdog.com/equityforpunks/prospectus-download.
WE HAVE BEEN THE FASTEST GROWING FOOD & DRINKS MANUFACTURER IN THE UK
OVER THE LAST FOUR YEARS. HERE’S YOUR CHANCE TO HELP US MAKE IT FIVE.
THIS IS HOW WE WILL USE THE MONEY RAISED:
These are our (big) plans for the funds we raise under the offer.
The Plan
Expected Cost
More Info on page…
Build a bigger brewery
£3m
15
Develop our canned beer range
£0.5m
17
Open new UK bars
£7m
19
Invest in Environmental Technologies
£2m
15
Develop our Abstrakt beer range
£1.5m
17
Grow our international bar division
£2m
19
Launch our Craft Distillery
£1m
20
Build a sour beer facility
£1.5m
17
Establish a UK import & distribution arm
£1m
21
Launch Hop Shot; a new ice-distilled beer
£1m
17
Open a craft beer focused hotel
£1.5m
20
Establish a USA-based brewing operation
£3m
21
If we raise less than £25m we won’t be able to do all of these things until further funds are raised, so the projects above
are listed in descending order of priority.
- James
6
| EQUITY FOR PUNKS
2 PUNKS, 1 MISSION
EQUITY FOR PUNKS IV: KEY ELEMENTS
EQUITY FOR PUNKS | 7
TRADING PROFIT
BREWDOG BY NUMBERS
BUSINESS GROWTH
Key:
BrewDog Bars Revenue
Overall Revenue
£5,000,000
£32M
£2,912,000
£28M
£24M
£20M
BREWDOG IS THE
UK’S FASTEST
GROWING FOOD &
DRINKS BRAND*
£16M
£12M
£572,000
£670,000
£68,000
£8M
£4M
20
14
20
13
20
12
20
11
20
10
9
0
20
8
0
20
07
£0M
20
SALES
2015 PROJECTED TURNOVER
£162,000
£4,000
* Sunday Times 2012 & 2013,
The Grocer 2014
2007
2009
2008
2010
2011
2012
2013
2014
BREWDOG AROUND THE WORLD
PUNK IPA IS THE
UK’S TOP SELLING
CRAFT BEER IN
SUPERMARKETS
BREWDOG
BARS
BREWDOG EXPORT
MARKETS
Nielsen ScanTrack
PEOPLE & GROWTH
EMPLOYEES
TIME
SHAREHOLDERS
REVENUE
OPERATING PROFIT
8 | EQUITY FOR PUNKS
£288,000
BREWDOG BY NUMBERS
2007
2008
2009
2010
2011
2012
2013
2014
2+one dog
2
10
2
25
1,329
37
1,329
61
6,597
126
6,567
186
14,208
277
14,777
£140k
-£26k
£789k
£102k
£1.7m
£18k
£3.3m
£0.2m
£5.9m
£0.5m
£10.6m
£0.5m
£18m
£2.5m
£29.6m
£3.9m
BREWDOG BY NUMBERS
EQUITY FOR PUNKS | 9
THE BENEFITS OF INVESTING
OWN PART OF
BREWDOG
1
THIS IS MUCH MORE THAN AN INVESTMENT. THIS IS ABOUT BUYING
INTO THE BREWDOG VISION, PHILOSOPHY AND IDEAL.
4
Along with your official share certificate, we will send
you £10 worth of beer bucks. With these beer bucks
you can toast your investment, on us, in a BrewDog
bar, which you now own a part of.
You will own part of our company, our brewery, our
bars and our beers; your very own equity stake in
BrewDog. As we grow, you will have the opportunity
to sell your shares on our trading platform (see
page 29 for details), or stay in for the long haul. By
investing, you can share in the financial success of our
future growth through a potential increase in the value
of your shareholding.
2
E PIC DISCOUNTS IN
OUR BARS
5
As a BrewDog shareholder, you will entitle yourself to
amazing discounts in all our bars. Invest £95 and you’ll
receive 5% off every visit to our venues, and if you
invest £475 or over, you’ll notch up a 10% discount in
all BrewDog bars and BottleDogs.
INVESTMENT
2-9 SHARES (<£475)
10 SHARES OR MORE(>£475)
AWESOME ONLINE
DISCOUNTS
Our online shop plays host to a world of BrewDog
beer alongside beers from some of the most
exciting breweries in the world. As an Equity Punk
shareholder, you’ll entitle yourself to a discount on
every single order:
ONLINE DISCOUNT
INVESTMENT
10%
2 SHARES (£95)
15%
4 SHARES (£190)
20%
6 SHARES OR MORE (>£285)
10 | EQUITY FOR PUNKS
THE BENEFITS OF INVESTING
A BIRTHDAY BEER,
EVERY YEAR,
ON US
As an Equity Punk shareholder you will be entitled
to a free beer each and every single year in a
BrewDog bar on your birthday. This includes
any standard measure of any of our draft beers.
Happy Birthday Punk!
BAR DISCOUNT
5%
10%
3
B EER BUCKS
6
AGM INVITE
BrewDog shareholders receive an annual invite for
you and a friend to our soon-to-be-legendary AGM.
Awesome live music, beer tastings, loads of cool
people and the lowdown on all things BrewDog and
our company performance.
2015’s AGM will feature live music from Idlewild
and Twin Atlantic, as well as Ballast Point and
Beavertown as guest breweries.
THE BENEFITS OF INVESTING
EQUITY FOR PUNKS | 11
THE BENEFITS OF INVESTING
BEATNIK BREWING &
THE SHAREHOLDER
BREW DAY
7
The Beatnik Brewing Collective is completely
controlled by our Equity Punk shareholders. You
have the opportunity to vote on what we brew and
dictate our next instalment of bottled anarchy. You
are then invited to join us at the brewery for our
annual shareholder brew day to brew the beer you
created. Expect live music, a BBQ and some other
fun stuff too.
EXCLUSIVE FIRST
OPTIONS ON ALL
NEW BEERS
8
All Equity Punk shareholders receive the first access
on all our limited release and special edition beers.
Investing is a great way to ensure you don’t miss
out on these highly coveted small batch brews.
You’ll also receive an invite to all new BrewDog
bar launches, so you get a chance to see our latest
venues before anyone else.
YOUR OWN
EQUITY PUNK CARD
9
Your card will enable you to claim your discounts
and take advantage of other Equity Punk exclusive
offers such as the Beatnik beers or to access special
BrewDog events.
10 G ET INVOLVED!
As well as all the other benefits, our shareholders
have access to our exclusive Equity Punk community
website at www.equitypunks.com. Here you will get
to have your say on how our company is run, what we
brew and what adventures we embark upon, as well
as being able to discuss BrewDog, beer and pretty
much anything with other shareholders.
ABSTRAKT ADDICTS
MEMBERSHIP
11 If you invest £950 or over in Equity for Punks, you
will automatically receive a year’s membership to our
Abstrakt Addicts beer club. This means we will send
you three bottles of the next four releases of our most
artisanal, experimental beers.
EQUITY PUNKS’
BOTTLEBOX
BEER CLUB
12 As an investor, you will also get exclusive access to our
Equity for Punks beer club. If you invest £1,900 or over,
you will receive a year’s free subscription to the Equity
Punks BottleBox beer club as well as a year’s Abstrakt
Addicts membership! Our BottleBox beer club sees
us collate the most exciting BrewDog beers as well as
some of the best beers from all over the world and ship
them direct to your door six times per year. This club is
only open to Equity Punk investors.
THIS IS YOUR FRONT ROW SEAT TO THE CRAFT BEER REVOLUTION THIS IS EQUITY FOR PUNKS
12 | EQUITY FOR PUNKS
THE BENEFITS OF INVESTING
THE BENEFITS OF INVESTING
EQUITY FOR PUNKS | 13
THE FUTURE OF THE
THE BREWDOG BREWERY
THE BREWDOG
BREWERY
YOUR INVESTMENT WILL HELP FUND AN EXTENSION TO OUR BREWERY
TO HELP US KEEP UP WITH THE DEMAND FOR OUR BEERS, CREATE
MORE JOBS AND CONTINUE TO BECOME EVEN MORE ENVIRONMENTALLY
FRIENDLY AS A BREWERY AND BUSINESS.
LOCATED ON OUR 5.5 ACRE GREEN FIELD SITE IN ELLON,
JUST NORTH OF ABERDEEN, OUR STATE OF THE ART
ECO BREWERY IS ONE OF THE MOST TECHNOLOGICALLY
ADVANCED AND ENVIRONMENTALLY FRIENDLY
BREWERIES IN THE WORLD.
Only completed in 2013, our HQ
brewery was built and kitted out with
the proceeds of the last round of our
Equity Punk investment. It was
a brewery built by our fans and
by craft beer drinkers. Everything
and everyone at our brewery is
completely focused on one thing
and one thing only; making the best
beers we possibly can as we look
to put the passion, and the artisanal
craftsmanship back into people’s
beer glasses.
Environmental technology is also
something that is very important to us
at BrewDog. Our existing brewhouse
features a progressive heat recovery
system, which drastically cuts our
energy consumption, and all of our
brewing by-products, spent malt, hops
and yeast are utilised by local farmers.
14 | EQUITY FOR PUNKS
Our brewery also boasts a tap room
called DogTap, a high-tech pilot
brewhouse where we develop new
beers, and a Jacuzzi which is filled
with Punk IPA.*
*one of these is a lie. Unfortunately.
Our existing brewery is pretty damn
awesome. The only problem is that
with huge international demand for
our beers, it will soon run out of
capacity. With your investment we
can expand it by adding a second
brewhouse and a new tank farm to
help us keep up with the demand for
our beers and continue to grow our
business.
THE BREWDOG BREWERY
VITAL
STATS
100 HL
BREWHOUSE
19,400 HL
FERMENTATION
CAPACITY
X40
FERMENTATION
TANKS
X48
HEAD
BOTTLING
MACHINE
190,000 HL
We already have the plans drawn
up to expand our brewery and
with your investment we can
make them happen.
We want to construct an
adjoining building that would
house a brand new 300HL
brewhouse to operate in
tandem with our existing
100HL brewhouse. The new
brewhouse, along with additional
fermentation tanks, would
enable us to increase our
capacity fivefold. This will give
us the beer we need to keep up
with the growing global demand,
enabling us to continue to grow
and continue to add value to your
investment in BrewDog.
Your investment will also enable
us to further invest in green
technologies at our brewery. We
are currently doing feasibility
studies on an advanced water
treatment plant as well as a
bio-mass generator and fuel
cell technologies, and your
investment could help make
these projects a reality.
We employ over 90 people at
BrewDog HQ and we are
proud to be a Living Wage
employer. Your investment
will not only fund our brewery
expansion but also power the
creation of over 130 new jobs in
Ellon as we fly the flag for great
quality produce made right here
in the UK.
ANNUAL
CAPACITY
X1
HOP CANNON
(IT ROCKS)
THE FUTURE OF THE BREWDOG BREWERY
EQUITY FOR PUNKS | 15
BREWDOG BEER
HEADLINERS
AT BREWDOG, WE BELIEVE IN
PUTTING THE FLAVOUR AND
CRAFTSMANSHIP BACK INTO
PEOPLE’S BEER GLASSES.
FUTURE BREWDOG
BEER PROJECTS
YOUR INVESTMENT IN EQUITY FOR PUNKS WILL ENABLE US TO EXPAND UPON
OUR EXISTING RANGE WITH SOME CUTTING EDGE BEERS AND ADDITIONAL
PROJECTS THAT FURTHER EXTEND THE HORIZONS OF BEER’S POTENTIAL.
AMPLIFIED
16 | EQUITY FOR PUNKS
BREWDOG BEER
BREWDOG SOUR BEER PROJECT
BREWDOG CANS
Investment from Equity for Punks will help us build a
BrewDog Sour Beer Facility, complete with a visitor
centre. This purpose built facility will give us the ability
to experiment and create wild and sour beers with all
the edge, attitude and anarchy you expect from a
BrewDog creation.
We plan to extend our range of beers in cans with
our own canning line. Cans are more environmentally
friendly than bottles and offer the ultimate protection
for our uber-hopped ales. Your investment will help
mobilise our canned craft crusade, putting Punk IPA,
Dead Pony Pale Ale, This. Is. Lager. and Jack Hammer
(yes, really) into handy little cans.
NEW ABSTRAKT RANGE
HOP SHOT
More art than beer, Abstrakt are directional, boundary
pushing beers; blurring distinctions, transcending
categories and exciting imaginations. Your investment will
contribute to new packaging for Abstrakt as well as more
dedicated teams, recipes and programmes for our most
ambitious, bizarre and progressive beers.
Ice distilled insurrection has been in our blood since
BrewDog’s inception, but it’s been on hiatus. Bringing
it back with a bang, Hop Shot will be our pocket rocket,
hopped up hand grenade. Your investment will help us
develop and launch this new ice distilled hoppy gem.
FUTURE BREWDOG BEER PROJECTS
EQUITY FOR PUNKS | 17
FUTURE BREWDOG
BAR DEVELOPMENTS
BREWDOG BARS
BEER MECCAS. HOP TEMPLES. CATHEDRALS OF MALT. BEACONS OF
HOPE, LAUGHTER AND OCCASIONAL HELL-RAISING IN THE CITADEL.
Despite our first BrewDog bar only opening in 2010 in our
hometown of Aberdeen, as of April 2015 we currently have 28
venues worldwide; 20 in the UK and 8 overseas.
BrewDog bars are places where you can indulge in everything that
is great about craft beer. Our amazing staff are knowledgeable
and passionately evangelical when it comes to craft beers and
we pride ourselves on showcasing only the best, most exciting
and flavoursome craft beers that we can get our paws on from all
corners of the planet.
SHEFFIELD
As well as BrewDog bars, in 2014 we also opened our first ever
bottle shop, called BottleDog where we have an incredible, curated
selection of around 400 phenomenal beers.
Our bars serve as key focal points in the craft beer revolution as we
continue our mission to share the passion we have for everything
craft beer. Your investment will entitle you to a 5% discount in all
of our bars, and if you invest over £475 this discount is increased
to 10%. We are planning to open a lot more bars over the next few
years to give you more places to enjoy great craft beer and take
advantage of your Equity Punk discounts.
DUNDEE
2010
2011
2012
2013
LIVERPOOL
Aberdeen
BREWDOG
BAR DIVISION
As we look to grow our fledgling bar division both in the UK and
overseas the Equity Punk funding will help us continue to open
fantastic venues putting craft beer on the agenda in more and more
locations and showcasing and supporting more brilliant fellow craft
brewers.
Our UK sites are completely owned and operated by BrewDog and
our international sites are delivered with a local partner where we
combine their local knowledge with our passion for great beer and
world class customer service. As well as contributing profitably to
our company overall, our bars also help us raise awareness of craft
beer and provide the perfect environment for beer fans to indulge
in everything that rocks about great beer.
In addition to our target cities and locations, if we see significant
investment in Equity for Punks from specific regions, we will bump
these up our list for new bar sites. Investing and referring your
friends to invest can culminate in a brand new bar, that you own
part of in your home town. More on this on page 23.
Edinburgh, Glasgow, Camden
Nottingham, Newcastle, Manchester,
Bristol, Shoreditch, Birmingham
Leeds, Stockholm,
Shepherd’s Bush
2014
2015
Roppongi, Sao Paulo, Sheffield, BottleDog, Gothenburg, Dundee,
Florence, DogTap, Cardiff, Clapham Junction, Liverpool, Bologna, Helsinki
Barcelona, Leicester
OPENING
SOON
18 | EQUITY FOR PUNKS
YOUR INVESTMENT WILL HELP US OPEN NEW BREWDOG
BARS BOTH IN THE UK AND OVERSEAS, GIVING YOU
MORE PLACES TO DRINK INCREDIBLE CRAFT BEERS.
BREWDOG BARS
AT BREWDOG WE LIVE AND DIE BY WHAT IS IN YOUR
BEER GLASS. EACH AND EVERY SINGLE TIME.
Berlin, Norwich, Dalston, Angel, Southampton, Leeds II, Brighton,
Glasgow Merchant City
FUTURE BREWDOG BAR DEVELOPMENTS
EQUITY FOR PUNKS | 19
YOUR INVESTMENT
YOUR INVESTMENT WILL ALSO ENABLE US TO EMBARK
ON THE FOLLOWING PROJECTS:
BREWDOG DISTRIBUTION
We are looking to establish an import and
distribution division, making it easier for
customers to get their paws on BrewDog
beers and a selection of great craft beers that
we import from all over the world. We are
already the exclusive UK importer for Stone
Brewing Co’s beers and we also regularly
ship Mikkeller, Ballast Point, AleSmith, Oskar
Blues and Lost Abbey beers to the UK. Our
import and distribution model would all be
based around getting beers to customers
in fantastic condition, and we would be one
of the only UK beer distributors to only use
refrigerated transportation to ensure all beers
arrive tasting great!
GRANITE CITY CRAFT DISTILLERY
Following in the footsteps of Anchor Brewing
Company, Dogfish Head and Ballast Point, we
want to complement our brewing with craft
distilling. The Granite City Craft Distillery would
be located at our Ellon brewery and Equity for
Punks investment will help establish this new
venture. We want to take the same approach we
have to brewing beer and apply it to the world of
distillation. We intend to make small batch spirits
and use our BrewDog beers as the base. We
also intend to mature some of our spirits in oak,
then use those oak barrels to age our beers. Ever
wanted to taste hop-infused Jack Hammer gin?
Your investment can make that happen.
THE KENNEL
In addition to our bars, BottleDog sites and
taproom, we are looking to open a craft beerled hotel in the north east of Scotland. This
venue would offer our vision of the ideal
accommodation for passionate craft beer
comrades making the pilgrimage to visit our Ellon
brewery. And, of course, our shareholders would
receive a discount on bookings. It may well have
Punk IPA on tap in every room…
20 | EQUITY FOR PUNKS
YOUR INVESTMENT
BREWDOG USA
With the success of our TV
show in the US, more people
stateside want to get their hands
on BrewDog beers. We intend
to establish a small brewing
operation to help them do just
that. This launch in the States
would enable us to continue to
grow our business in the world’s
biggest craft beer market. We
believe there is a huge thirst for
BrewDog beer in America, and
this move would be the perfect
way to help quench it.
YOUR INVESTMENT
EQUITY FOR PUNKS | 21
REFER A FRIEND
IN ADDITION TO ALL THE PERKS OF INVESTING, YOU CAN ALSO EARN
YOURSELF MONEY-CAN’T-BUY ADDITIONAL REWARDS BY REFERRING
FRIENDS TO INVEST IN EQUITY FOR PUNKS.
When you invest at brewdog.com/equityforpunks, you will be provided with a unique
referral code. Then, when your friends invest, they’ll have the chance to add that code to the
relevant field and rack up extra rewards for you!
SECURE THE FOLLOWING NUMBER OF REFERRED FRIENDS
TO GET YOURSELF SOME EXTRA STOCK:
5
10
20
40
TOP
10
You will receive three bottles of an exclusive,
barrel-aged edition of Hinterland, an oatmeal milk
stout with vanilla pods and cacao, only available
by securing referrals. You’ll also get your paws on a
signed copy of Business For Punks, the book
about BrewDog’s business story penned by
co founder, James.
The above, plus an awesome personalised Liberty
growler engraved with your shareholder name and
number, plus £20 beer bucks to fill it at your local
BrewDog bar.
All of the above, plus a personalised VIPUNK
Dickies workshirt embroidered with your
shareholder number, and a personalised set of
stemmed schooner glassware.
All of the above, plus an all expenses paid trip
to the brewery to brew an exclusive, special
edition Beatnik Brewing beer with James and
Martin and join them for a beer dinner
at MUSA.
The top ten referrers from Equity for Punks IV will also become the
proud owners of an extremely limited edition of The End of History,
packaged in taxidermy.
22 | EQUITY FOR PUNKS
REFER A FRIEND
HELP LAUNCH A BREWDOG
BAR IN YOUR CITY
IF WE RECEIVE MORE THAN 200 NEW EQUITY PUNK INVESTORS FROM
A TOWN OR CITY WHERE WE DON’T CURRENTLY HAVE A BREWDOG
BAR, WE WILL ENDEAVOUR TO OPEN ONE THERE WITHIN 12 MONTHS.
AS AN EQUITY PUNK INVESTOR, YOU WILL RECEIVE EXCLUSIVE DISCOUNTS IN ALL OF OUR
BARS WORLDWIDE. WE HAVE A MASTER PLAN FOR POTENTIAL NEW VENUES, BUT WE ARE
ALWAYS OPEN TO ADDITIONAL LOCATIONS TO LINE UP IN OUR CROSS-HAIRS.
BY INVESTING, YOUR HOMETOWN COULD BECOME HOME TO A FLAGSHIP
BAR FOR THE BREWERY YOU OWN A PART OF.
HELP LAUNCH A BREWDOG BAR IN YOUR CITY
EQUITY FOR PUNKS | 23
INVESTING
IN OUR PEOPLE
BREWDOG
MANAGEMENT TEAM
JAMES WATT
Captain & Co-founder
James was a fully qualified deep sea Captain, having
earlier completed an honours degree in Law &
Economics. He traded in being a salty sea dog to
become a BrewDog in 2007, pursuing his passion for
great craft beer by setting up the company with Martin
Dickie. James was awarded Great British Entrepreneur
of the Year in 2014, and is Europe’s only Master Cicerone.
BY FAR THE TWO MOST IMPORTANT THINGS TO US AT BREWDOG ARE OUR BEERS
AND OUR PEOPLE. AS WELL AS ALWAYS ASPIRING TO BREW THE BEST BEERS IN
THE WORLD, WE ALSO WANT TO BE THE BEST COMPANY TO WORK FOR THAT WE
CAN POSSIBLY BE. WE HAVE AN AMAZING TEAM OF HARDWORKING, PASSIONATE,
DRIVEN AND TALENTED PEOPLE WHO ALL SHARE OUR LOVE FOR FANTASTIC CRAFT
BEERS.
MARTIN DICKIE
Beer Pirate & Co-founder
We believe strongly in over-investing in our
people. We believe steadfastly in personal
and professional development. We believe
resolutely in paying the best wages and
providing the best benefits in our industry. We
believe in constantly challenging ourselves to
improve as an employer. And we believe that
without our amazing people, we would be
nothing.
LIVING WAGE
In October 2014 BrewDog took an
unprecedented step and became a Living Wage
employer. For us this was a massively important
move in both ensuring our future and the
future of our teams as well as recognising how
important our people are to our business.
We want to make the best beers in the world
and also redefine people’s expectations when
it comes to customer service. All of this is only
made possible by having the very best people
as part of our company.
24 | EQUITY FOR PUNKS
INVESTING IN OUR PEOPLE
CICERONE TRAINING
Our passion for great beer is what defines us.
Having everyone in our company not just share
this passion, but also share the knowledge
that underpins this passion is imperative to our
mission. The Cicerone program is similar to
Sommelier qualifications but it is completely
focused on beer. We provide training for all our
team members, we fund the exams and study
materials, provide training sessions and even
give people an automatic pay rise for each level
of the accreditation they pass.
MODERN
APPRENTICESHIPS
Young people make up a large percentage of
our team. This year we will be working with
local colleges and training providers to offer
a variety of Modern Apprenticeships. We
are also currently creating the first Modern
Apprenticeship for Brewing & Packaging in
Scotland.
Martin Dickie has a first class honours
degree in Brewing & Distilling from Herriot
Watt University. He is a renegade artist on
a mission to change people’s perceptions
about beer and challenge their tastebuds.
Along with James, Martin hosts the hit
international TV show BrewDogs.
NEIL SIMPSON
MARTIN DEMPSTER
Finance Director
Operations Director
Neil Simpson joined BrewDog in August
2012 bringing with him over 20 years of
experience, (10 of which were at partner
level), advising and acting for a wide variety
of businesses through the Ritson Smith
accountancy practice. Neil is a qualified
chartered accountant with the Institute of
Chartered Accountants in Scotland.
With a PhD in technology, Martin looks after all
BrewDog’s logistics, stocks, warehousing, shipping
and computing systems. As well as running
operations, his focus is on building a scalable
operating platform at the core of our company to
provide the structure needed for future growth.
DAVID MCDOWALL
KEITH
GREGGOR
MD of BrewDog Bars
Non-Exec Director
David joined BrewDog from G1 Group
PLC, where he held the position of
Group Operations Director for six
years. He has experience managing
over 50 sites in Scotland and heading
up a team of over 2000 employees,
and is now responsible for overseeing
the strategic growth and management
of the BrewDog bar division.
Keith has decades of
successful brand building
with brands such as Skyy
Vodka. Now President and
CEO of Anchor Brewers and
Distillers in San Francisco,
he plays an active role in
management and guiding
BrewDog’s growth.
BREWDOG MANAGEMENT TEAM
EQUITY FOR PUNKS | 25
ARE YOU AN EQUITY
FOR PUNKS, PUNK?
AT BREWDOG, WE BELIEVE THAT BY HAVING THE CONVICTION TO DO THINGS
ON OUR OWN TERMS AND BY LIVING THE PUNK DIY ETHOS, WE CAN CHANGE
THE WORLD WITH CRAFT BEER. ONE GLASS AT A TIME.
We believe that the best way to develop BrewDog and
further grow our business is to ask you, the people who
enjoy our beers, to be involved in our future.
Our growth so far has been phenomenal and, with that
growth all set to continue, we want you to share in our
future success and claim your very own part of BrewDog.
This is going to be an awesome journey and we want you
to join us on it. With your investment there is no telling
how far we can go.
OUR STRATEGY HAS ALWAYS BEEN TO TRY TO SHORTEN THE DISTANCE
BETWEEN OURSELVES AND THE PEOPLE WHO ENJOY OUR BEERS;
EQUITY FOR PUNKS IS THE ULTIMATE INCARNATION OF THIS PHILOSOPHY.
“HERE’S TO THE CRAZY ONES. THE MISFITS.
THE REBELS. THE ONES WHO SEE THINGS DIFFERENTLY.
BECAUSE THE PEOPLE WHO ARE CRAZY ENOUGH TO THINK
THEY CAN CHANGE THE WORLD, ARE THE ONES WHO DO.”
Steve Jobs
26 | EQUITY FOR PUNKS
EQUITY FOR PUNKS
WE ARE DETERMINED TO CHANGE THE WORLD OF BEER.
AND WE WANT YOU TO CHANGE IT WITH US.
THIS IS YOUR FRONT ROW SEAT TO THE CRAFT BEER REVOLUTION.
THIS IS EQUITY FOR PUNKS.
INVEST NOW AT WWW.BREWDOG.COM/EQUITYFORPUNKS
ARE YOU AN EQUITY FOR PUNKS, PUNK?
EQUITY FOR PUNKS | 27
ADDITIONAL INFORMATION
1.
Availability of the Prospectus
Copies of the Prospectus relating to the Offer and any related supplementary prospectus published by the Company are available for download at the
National Storage Mechanism (www.morningstar.co.uk/uk/NSM) and may be obtained, free of charge, from the Company’s registered office, where
they are also on display.
The Offer
In the event that applications are received in excess of the prescribed maximum of £25 million, the Directors reserve the right to use their absolute
discretion in the allocation of successful applications. No notification will be made to successful applicants prior to dispatch of definitive share certificates.
Brewdog plc - Balmacassie Commercial Park- Ellon - Aberdeenshire - Scotland AB41 8BX
web: www.brewdog.com - email: [email protected] - tel: 01358 724924
Shares will be allotted and issued in respect of valid applications as soon as practicable following the AGM and thereafter on any other dates on which the
Directors decide.
The Offer is an opportunity for Potential Applicants to apply to subscribe for New B Shares at the Issue Price in accordance with the terms of the Offer.
Prior to the allotment of the New B Shares, the proceeds of the Offer shall be held by the Receiving Agent in a non-interest bearing client account and shall
not be released to the Company until the date that allotments take place.
To the best of the Company’s knowledge, no existing major shareholders in the Company nor members of the Company’s management, supervisory
or administrative bodies intend to participate in the Offer.
Settlement of transactions in the New B Shares may take place within the CREST system if Shareholders wish. CREST is a voluntary system and
Shareholders who wish to receive and retain electronic share certificates will be able to do so.
New B Shares may be issued in certified or uncertificated form.
The Directors may, in their absolute discretion, refuse to register any transfer of Shares whether or not they are fully paid but shall be required to
provide reasons for doing so within two months. There are no other restrictions on the free transferability of the Ordinary Shares of the Company save
where imposed by statute or regulation.
The total costs, charges and expense payable by the Company in connection with the Offer are estimated to be £200,000 and the total net proceeds of
the Offer, assuming full subscription, are estimated at £24.8m.
A maximum of 526,316 New B Shares will be issued pursuant to the Offer and, assuming full subscription, such New B Shares will represent 8.2% of the
total issued B Shares in the Company following the Offer (and 21% of the total Shares in issue), so an existing holder of B Shares who does not subscribe
for New B Shares pursuant to the Offer will experience dilution.
If for any reason it becomes necessary to adjust the expected timetable as set out in the Prospectus or if all the New B Shares are subscribed for
before the Final Acceptance Date, the Company will make an appropriate announcement on its website.
2.
4.
Working capital
In the opinion of the Company, the working capital available to the Group is sufficient for its present requirements, that is, for at least 12 months from the
date of this document.
3.
Capitalisation and Indebtedness
To use this system, a Shareholder informs the platform of the number of B Shares that he or she would like to sell and the minimum price he or she
would like to sell for (the ‘reserve’). The platform then adds the instructions to an electronic ‘order book’.
The table below shows the capitalisation of the Company as at 31st December 2014, the most recent date in respect of which audited financial
information of the Company has been published.
An auction is then held to match potential buyers and sellers with the full order book visible to all participants to aid transparency. To protect buyers and
sellers from unfair or inequitable prices, an algorithm used by the platform determines the price at which most shares change hands and all shares are
then traded at that price when the auction closes. A Shareholder’s shares will not be sold if this price is lower than their specified reserve. Participants
are able to monitor the order book and amend their bids until the bookbuild closes.
£’000
Total current debt
Guaranteed
650
Secured
1,394
Trading Platform
Shareholders are able to trade their shares on the Asset Match electronic share trading platform. This facility allows Shareholders the opportunity to
sell their shares, or buy more, once a year.
Currently, only existing Shareholders can buy shares through the platform.
The trading platform is operated by Asset Match who receive a fee of 6% of each transaction price, 3% from each of the buyer and the seller. Asset
Match is authorised and regulated by the FCA.
Unguaranteed/secured
Shareholders should note that there can be no guarantee that there will be sufficient bidders to allow shares to be sold. Shareholders may also not be
able to sell shares for more than they originally paid for them.
Total non-current debt
Guaranteed
Secured
Unguaranteed/secured
Shareholders’ equity
Share capital
59
Other reserves
15,229
15,288
There has been no material change in the capitalisation of the Company, total debt or shareholder equity since 31st December 2014.
The following table shows the Company’s net indebtedness as at 28th February 2015.
£’000
Cash
2,077
Cash equivalent
Trading Securities
Liquidity (A+B+C)
2,077
Current financial receivables
Current bank debt
650
Current position of non-current debt
1,354
Other current financial debt
Procedure for application and payment
5.1 Hard Copy Application Forms
(a) General
Subject as provided in paragraph 6 of this Part 4 (Terms and Conditions of the Offer) in relation to Overseas Applicants, Potential
Applicants may complete the Hard Copy Application Form if they wish to subscribe for any number of New B Shares and pay by cheque
or bankers draft. The instructions and other terms set out in the Application Form form part of the terms of the Offer to Potential
Applicants.
(b) A
pplication procedures
Potential Applicants wishing to apply to acquire one (1) or more New B Shares should print off and complete the Hard Copy
Application Form in accordance with the instructions printed on it. Completed Hard Copy Application Forms should be returned to
Computershare by post to Computershare, Corporate Actions Projects, Bristol, BS99 6AH or by hand (during normal office hours only)
to Computershare, The Pavilions, Bridgwater Road, Bristol BS13 8AE (who will act as Receiving Agent in relation to the Offer), so as
to be received by the Registrar, in either case, by no later than 11.00 a.m. on 20 April 2016 (though the Offer may close earlier than this
if fully subscribed), after which time Hard Copy Application Forms will not be valid. Potential Applicants should note that Hard Copy
Applications, once made, will be irrevocable and receipt thereof will not be acknowledged. If a Hard Copy Application Form is being
sent by first-class post in the UK, Potential Applicants are recommended to allow at least four working days for delivery. Hard Copy
Application Forms delivered by hand will not be checked upon delivery and no receipt will be provided.
Completed Hard Copy Application Forms should be returned with a cheque or banker’s draft drawn in sterling on a bank or building society in the UK
which is either a member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its
cheques and banker’s drafts to be cleared through facilities provided by any of those companies. Overseas applicants should apply and remit funds
through the BrewDog website.
Such cheques or banker’s drafts must bear the appropriate sort code in the top right hand corner and must be for the full amount payable on
application.
Cheques should be drawn on a personal account in respect of which the Potential Applicant has sole or joint title to the funds and should be made
payable to “Computershare re BrewDog plc” and crossed “A/C Payee Only”. Third party cheques (other than building society cheques or banker’s
drafts where the building society or bank has confirmed that the relevant Potential Applicant has title to the underlying funds) will be subject to the
Money Laundering Regulations which would delay Potential Applicants receiving their New B Shares (see paragraph 5 of this Part 4 (Terms and
conditions of the Offer)). Payments via CHAPS, BACS or electronic transfer will not be accepted when completing a Hard Copy Application Form.
Current financial debt (F+G+H)
2,004
Net current financial indebtedness
(I-E-D)
(73)
Non-current bank loans
3,253
Cheques and banker’s drafts will be presented for payment on receipt and it is a term of the Offer that cheques and banker’s drafts will be honoured on
first presentation. The Company may elect to treat as valid or invalid any applications made by Potential Applicants in respect of which cheques are not
so honoured. If cheques or banker’s drafts are presented for payment before the conditions of the Offer are fulfilled, the application monies will be kept
in a separate interest bearing bank account with any interest being retained for the Company until all conditions are met.
Other non-current loans
2,836
If the Offer does not become unconditional, no New B Shares will be issued and all monies will be returned (at the Potential Applicant’s sole risk),
without payment of interest, to Potential Applicants as soon as practicable following the lapse of the Offer.
Non-current financial indebtedness
(K+L+M)
6,089
If any application is not accepted, or if any contract created by acceptance does not become unconditional, or if any application is accepted for fewer
New B Shares than the number applied for, or if in any other circumstances there is an excess payment in relation to an application, the application
monies or the balance of the amount paid or the excess paid on application will be returned without interest to the Potential Applicant.
Net financial indebtedness (J+N)
6,016
All documents and remittances sent by post by, from or on behalf of a Potential Applicant (or as the Potential Applicant may direct) will be sent at the
Potential Applicant’s own risk. In the event that a document or remittance is not received, the Receiving Agent will not be liable. Potential Applicants
bear the risk of documents or remittances being lost and should contact the Receiving Agent to arrange the dispatch of replacements if this occurs.
Bonds issued
28
5. 5,976
The Company does not have any contingent or indirect indebtedness.
29
5.2
Electronic Application Forms
(a) General
Subject as provided in paragraph 6 of this Part 4 (Terms and conditions of the Offer) in relation to Overseas Applicants, Potential Applicants may
complete the Electronic Application Form if they wish to subscribe for up to 105 New B Shares and pay using Electronic Payment. The instructions
and other terms set out in the Electronic Application Form form part of the terms of the Offer to Potential Applicants. If Potential Applicants wish to
subscribe for more than 105 New B Shares they should do so by using the Hard Copy Application Form.
(b) Application procedures
Potential Applicants wishing to apply to acquire New B Shares and pay by Electronic Payment should complete the Electronic Application Form in
accordance with the instructions on it. Completed Electronic Application Forms should be submitted via the Website no later than 11.00 a.m. on 20
April 2016 (though the Offer may close earlier than this is fully subscribed), after which time Electronic Application Forms will not be valid. Potential
Applicants should note that applications, once submitted via the Website, will be irrevocable and receipt thereof will not be acknowledged. All
Electronic Application Forms must be submitted while making Electronic Payment via the Website. Any checks which the Registrar requires to carry
out under the Money Laundering Regulations may delay Potential Applicants receiving their New B Shares (see paragraph 5 of this Part 4 (Terms and
Conditions of the Offer)).
5.3 (notwithstanding any other term of the Offer) will not be issued to the relevant acceptor unless and until the verification of identity requirements have
been satisfied in respect of that acceptor or application. The Registrar is entitled, in its absolute discretion, to determine whether the verification
of identity requirements apply to any acceptor or application and whether such requirements have been satisfied, and neither the Registrar nor the
Company will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such
discretion.
If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays
in the acceptance of applications. If, within a reasonable time following a request for verification of identity, the Registrar has not received evidence
satisfactory to it as aforesaid, the Company may, in its absolute discretion, treat the relevant application as invalid, in which event the monies payable
on acceptance of the Offer will be returned (at the acceptor’s risk) without interest to the account of the bank or building society on which the relevant
cheque or banker’s draft was drawn.
Submission of an Application Form with the appropriate remittance will constitute a warranty to each of the Receiving Agent and the Company from the
applicant that the Money Laundering Regulations will not be breached by application of such remittance.
The verification of identity requirements will not usually apply:
(i) if the Potential Applicant is an organisation required to comply with the Money Laundering Directive (2005/60/EC of the European
Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money
laundering and terrorist financing); or
(ii) if the acceptor is a regulated UK broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations; or
(iii) if the Potential Applicant (not being an applicant who delivers his application in person) makes payment by way of a cheque drawn on an
account in the applicant’s name; or
(iv) if the aggregate subscription price for the New B Shares is less than ¤15,000 (approximately £13,000).
Other conditions of Application
(a) The Company may in its sole discretion, but shall not be obliged to, treat an Application Form as valid and binding on the person by whom or on
whose behalf it is lodged, even if not completed in accordance with the relevant instructions, or if it otherwise does not strictly comply with the terms
and conditions of the Offer.
(b) Multiple applications may be accepted.
5.4 Effect of application
By completing and delivering an Application Form the applicant:
In other cases the verification of identity requirements may apply. Satisfaction of these requirements may be facilitated in the following ways:
(i) represents and warrants to the Company and the Receiving Agent that he has the right, power and authority, and has taken all action
necessary, to make the application under the Offer and to execute, deliver and exercise his rights, and perform his obligations under any
contracts resulting there from and that he is not a person otherwise prevented by legal or regulatory restrictions from applying for New B
Shares or acting on behalf of any such person on a non-discretionary basis.
(ii) agrees that all applications under the Offer and any contracts or non-contractual obligations resulting there from shall be governed by
and construed in accordance with the laws of Scotland;
(iii) confirms that in making the application he is not relying on any information or representation in relation to the Company other than
those contained in the Prospectus and any documents incorporated by reference, and the applicant accordingly agrees that no person
responsible solely or jointly for the Prospectus including any documents incorporated by reference or any part thereof, or involved in the
preparation thereof, shall have any liability for any such information or representation not so contained and further agrees that, having had
the opportunity to read the Prospectus, including any documents incorporated by reference, he will be deemed to have had notice of all
information in relation to the Company contained in the Prospectus (including information incorporated by reference);
(iv) confirms that in making the application he is not relying and has not relied on CCW or any other person affiliated with CCW in
connection with any investigation of the accuracy of any information contained in the Prospectus or his investment decision;
(v) confirms that no person has been authorised to give any information or to make any representation concerning the Company or the New
B Shares (other than as contained in the Prospectus) and, if given or made, any such other information or representation should not be
relied upon as having been authorised by the Company;
(vi) requests that the New B Shares be issued to him on the terms set out in the Prospectus and the Application Form, subject to the
provisions of the Articles;
(vii) represents and warrants to the Company and the Receiving Agent that he is not, nor is he applying on behalf of any person who is, a
citizen or resident, or which is a corporation, partnership or other entity created or organised in or under any laws, of any Restricted
Jurisdiction or any jurisdiction in which the application for New B Shares is prevented by law and he is not applying with a view to
reoffering, reselling, transferring or delivering any of the New B Shares which are the subject of his application to, or for the benefit of, a
person who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of any
Restricted Jurisdiction or any jurisdiction in which the application for New B Shares is prevented by law (except where proof satisfactory
to the Company has been provided to the Company that he is able to accept the invitation by the Company free of any requirement which
it (in its absolute discretion) regards as unduly burdensome), nor acting on behalf of any such person on a non-discretionary basis nor (a)
person(s) otherwise prevented by legal or regulatory restrictions from applying for New B Shares under the Offer; and
(viii) represents and warrants to the Company and the Receiving Agent that he is not, and nor is he applying as nominee or agent for, a
person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased
rates referred to in section 93 (depository receipts) or section 96 (clearance services) of the Finance Act 1986.
(a) if payment is made by cheque or banker’s draft in sterling drawn on a branch in the UK of a bank or building society which bears a UK bank sort
code number in the top right hand corner the following applies. Cheques, should be made payable to “Computershare re BrewDog plc” in respect of an
application by a Potential Applicant and crossed “A/C Payee Only” in each case. Third party cheques may not be accepted with the exception of building
society cheques or bankers’ drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the
cheque/bankers’ draft to such effect. However, third party cheques will be subject to the Money Laundering Regulations which would delay Potential
Applicants receiving their New B Shares. The account name should be the same as that shown on the Application Form; or
All enquiries in connection with the procedure for application and completion of either of the Application Forms should be made to the Registrar on the
helpline on 0870 707 1816, or, if calling from overseas, +44 870 707 1816. Calls to this number are charged at approximately 12 pence per minute from
a BT landline, other telephone provider costs may vary. Please note the Registrar cannot provide financial advice on the merits of the Offer or as to
whether applicants should subscribe.
The making of the Offer to (or its acceptance by) persons who have registered addresses in, or who are resident in, or citizens of, countries other than
the UK and the Approved Jurisdictions may be affected by the laws of the relevant jurisdiction. Those persons should consult their professional advisers
as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up the Offer.
6. Money Laundering Regulations
To ensure compliance with the Money Laundering Regulations, the Registrar may require, at its absolute discretion, verification of the identity of the
person by whom or on whose behalf the Application Form is lodged with payment (which requirements are referred to below as the “verification of
identity requirements”). If the Application Form is submitted by a UK regulated broker or intermediary acting as agent and which is itself subject to the
Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of the Registrar.
In such case, the lodging agent’s stamp should be inserted on the Application Form.
The person lodging the Application Form with payment and in accordance with the other terms as described above (“acceptor”), including any person
who appears to the Registrar to be acting on behalf of some other person, accepts the Offer in respect of such number of New B Shares as is referred
to therein (for the purposes of this paragraph 5, the “relevant New ‘B’ Shares”) shall thereby be deemed to agree to provide the Registrar with such
information and other evidence as the Registrar may require to satisfy the verification of identity requirements.
(b) if the Application Form is lodged with payment by an agent which is an organisation of the kind referred to in paragraph 5.1(i) above or which is
subject to anti-money laundering regulation in a country which is a member of the Financial Action Task Force (the non-European Union members
of which are Argentina, Australia, Brazil, Canada, China, Gibraltar, Hong Kong, Iceland, Japan, Mexico, New Zealand, Norway, Russian Federation,
Singapore, South Africa, Switzerland, Turkey, UK Crown Dependencies and the US and, by virtue of their membership of the Gulf Cooperation Council,
Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates), the agent should provide with the Application Form, written confirmation
that it has that status and a written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on
demand make such evidence available to the Registrar. If the agent is not such an organisation, it should contact the Registrar at the address set out in
the section headed “Directors, secretary, registered office and advisers”.
To confirm the acceptability of any written assurance referred to in paragraph 5.1(b) above, or in any other case, the acceptor should contact the
Registrar on the helpline on 0870 707 1816, or, if calling from overseas, +44 870 707 1816 (calls to this number are charged at approximately 8 pence
per minute from a BT landline, other telephone provider costs may vary).
If the Application Form(s) is/are in respect of New B Shares with an aggregate subscription price per applicant of ¤15,000 (approximately £13,000)
or more and is/are lodged by hand by the acceptor in person, or if the Application Form(s) in respect of New B Shares is/are lodged by hand by the
acceptor and the accompanying payment is not the acceptor’s own cheque, he should ensure that he has with him evidence of identity bearing his
photograph (for example, his passport) and separate evidence of his address.
If, within a reasonable period of time following a request for verification of identity, the Registrar has not received evidence satisfactory to it as
aforesaid, the Registrar may, at its discretion, as agent of the Company, reject the relevant application, in which event the monies submitted in respect
of that application will be returned without interest by cheque or directly to the account at the drawee bank from which such monies were originally
debited (without prejudice to the rights of the Company to undertake proceedings to recover monies in respect of the loss suffered by it as a result of
the failure to produce satisfactory evidence as aforesaid).
7. Overseas Applications
This Prospectus has been approved by the FCA in the United Kingdom. The Company has requested that the FCA provides a certificate of approval and
a copy of this document to the relevant competent authorities (with a translation into the appropriate language of the Summary, where relevant) in the
Approved Jurisdictions pursuant to the passporting provisions of FSMA.
It remains the responsibility of any person (including, without limitation, custodians, nominees and trustees) outside the UK wishing to take up rights
to New B Shares to satisfy himself as to the full observance of the laws of any relevant territory in connection therewith, including the obtaining of any
governmental or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other
taxes due in such territories. The comments set out in this paragraph 5 are intended as a general guide only and any Overseas Shareholder who is in
doubt as to his position should consult his professional adviser without delay.
The making of the Offer to persons resident in, or who are citizens of, or who have a registered address in, countries other than those listed above may
be affected by the law or regulatory requirements of the relevant jurisdiction. The comments set out in this paragraph 6 are intended as a general guide
only and any Overseas Applicants who are in any doubt as to their position should consult their professional advisers without delay.
7.1 General
The distribution or downloading of the Prospectus and an Application Form and the making of the Offer to persons who have registered addresses in,
or who are resident or ordinarily resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws
of countries other than the UK or to persons who are nominees of or custodians, trustees or guardians for citizens, residents in or nationals of, countries
If the Registrar determines that the verification of identity requirements apply to any acceptor or application, the relevant New B Shares
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other than the UK may be affected by the laws or regulatory requirements of the relevant jurisdictions. Those persons should consult their professional
advisers as to whether they require any governmental or other consents or need to observe any applicable legal requirement or other formalities to
enable them to apply for New B Shares under the Offer.
No action has been or will be taken by the Company or any other person to permit a public offering or distribution of the Prospectus (or any other
offering or publicity materials or application form(s) relating to the New B Shares) in any jurisdiction where action for that purpose may be required,
other than in the Approved Jurisdictions.
Receipt of the Prospectus and/or an Application Form will not constitute an invitation or offer of securities for subscription, sale or purchase in those
jurisdictions in which it would be illegal to make such an invitation or offer and, in those circumstances, the Prospectus and/or the Application Form
must be treated as sent for information only and should not be copied or redistributed.
Due to restrictions under the securities laws of the Restricted Jurisdictions and certain commercial considerations, Application Forms will not be
available to Excluded Overseas Applicants or their agents or intermediaries, except where the Company is satisfied, at its sole and absolute discretion,
that such action would not result in the contravention of any registration or other legal requirement in the relevant jurisdiction.
No person receiving a copy of the Prospectus (or any part thereof) and/or an Application Form in any territory other than a Permitted Territory may
treat the same as constituting an invitation or offer to him, nor should he in any event use any such Application Form unless, in the relevant territory,
such an invitation or offer could lawfully be made to him and such Application Form could lawfully be used, and any transaction resulting from such
use could be effected, without contravention of any registration or other legal or regulatory requirements. In circumstances where an invitation or offer
would contravene any registration or other legal or regulatory requirements, the Prospectus and/or the Application Form must be treated as sent for
information only and should not be copied or redistributed.
It is the responsibility of any person (including, without limitation, custodians, agents, nominees and trustees) outside the UK wishing to apply for New
B Shares under the Offer to satisfy himself as to the full observance of the laws of any relevant territory in connection therewith, including obtaining
any governmental or other consents that may be required, observing any other formalities required to be observed in such territory and paying any
issue, transfer or other taxes due in such territory.
Neither the Company nor any of its representatives is making any representation to any offeree or purchaser of New B Shares regarding the legality of
an investment in the New B Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser.
Persons (including, without limitation, custodians, agents, nominees and trustees) downloading a copy of the Prospectus and/or an Application Form,
in connection with the Offer or otherwise, should not distribute or send either of those documents in or into any jurisdiction where to do so would or
might contravene local securities laws or regulations.
Each person to which the New B Shares are distributed, offered or sold outside the United States will be deemed by its subscription for, or purchase
of, the New B Shares to have represented and agreed, on its behalf and on behalf of any investor accounts for which it is subscribing or purchasing the
New B Shares, as the case may be, that:
(i) it is acquiring the New B Shares from the Company in an “offshore transaction” as defined in Regulation S under the Securities Act; and
(ii) the New B Shares have not been offered to it by the Company by means of any “directed selling efforts” as defined in Regulation S
under the Securities Act.
Each subscriber or purchaser acknowledges that the Company will rely upon the truth and accuracy of the foregoing representations and agreements,
and agrees that if any of the representations and agreements deemed to have been made by such subscriber or purchaser by its subscription for, or
purchase of, the New B Shares, as the case may be, are no longer accurate, it shall promptly notify the Company. If such subscriber or purchaser is
subscribing for, or purchasing, the New B Shares as a fiduciary or agent for one or more investor accounts each subscriber or purchaser represents that
it has sole investment discretion with respect to each such account and full power to make the foregoing representations and agreements on behalf of
each such account.
7.3 Canada
The Prospectus is not, and is not to be construed as, a prospectus, an advertisement or a public offering of these securities in Canada. No securities
commission or similar regulatory authority in Canada has reviewed or in any way passed upon the Prospectus or the merits of the New B Shares, and
any representation to the contrary is an offence.
In addition, the relevant exemptions are not being obtained from the appropriate provincial authorities in Canada. Accordingly, the New B Shares are not
being offered for purchase by persons resident in Canada or any territory or possessions thereof. Applications from any Canadian Person who appears
to be or whom the Company has reason to believe to be so resident or the agent of any person so resident will be deemed to be invalid. Neither the
Prospectus (nor any part thereof) nor an Application Form may be downloaded or sent to any shareholder in the Company whose registered address
is in Canada. If any Application Form is received by any shareholder in the Company whose registered address is elsewhere but who is, in fact, a
Canadian Person or the agent of a Canadian Person so resident, he should not apply under the Offer.
For the purposes of this paragraph 6.3, “Canadian Person” means a citizen or resident of Canada, including the estate of any such person or any
corporation, partnership or other entity created or organised under the laws of Canada or any political sub-division thereof.
7.4 Australia
If a copy of the Prospectus (or any part thereof) and/or an Application Form is downloaded or received (by whichever means) by any person in any
such territory, or by his custodian, agent, nominee or trustee, he must not seek to apply for New B Shares unless the Company determines that such
action would not violate applicable legal or regulatory requirements. Any person (including, without limitation, custodians, agents, nominees and
trustees) who does forward a copy of the Prospectus and/or an Application Form into any such territory, whether pursuant to a contractual or legal
obligation or otherwise, should draw the attention of the recipient to the contents of this Part 4 (Terms and Conditions of the Offer) and specifically the
contents of this paragraph 6.
Neither the Prospectus (nor any part thereof) nor the Application Form has been lodged with, or registered by, the Australian Securities and
Investments Commission. A person may not: (i) directly or indirectly offer for subscription or purchase or issue an invitation to subscribe for or buy or
sell, the New B Shares; or (ii) distribute any draft or definitive document in relation to any such offer, invitation or sale, in Australia or to any resident
of Australia (including corporations and other entities organised under the laws of Australia but not including a permanent establishment of such a
corporation or entity located outside Australia). Accordingly, neither the Prospectus (nor any part thereof) nor any Application Form will be available to
be downloaded by Potential Applicants with registered addresses in, or to residents of, Australia.
Subject to paragraphs 6.2 to 6.8 below, any person (including, without limitation, custodians, agents, nominees and trustees) outside the UK wishing
to apply for New B Shares must satisfy himself as to the full observance of the applicable laws of any relevant territory, including obtaining any
requisite governmental or other consents, observing any other requisite formalities and pay any issue, transfer or other taxes due in such territories.
The Company reserves the right to treat as invalid any application or purported application for New B Shares that appears to the Company or its agents
to have been executed, effected or dispatched by an Excluded Overseas Applicant or on behalf of such a person by their agent or intermediary or in
a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate
applicable legal or regulatory requirements.
7.5 The attention of Overseas Applicants is drawn to paragraphs 6.2 to 6.8 below. Notwithstanding any other provision of the Prospectus or the
Application Forms, the Company reserves the right to permit any Potential Applicant who is an Excluded Overseas Applicant to apply for New B
Shares if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the legislation
or regulations giving rise to the restrictions in question.
Overseas Applicants who wish, and are permitted, to apply for New B Shares should note that payment must be made in sterling denominated
cheques or bankers’ drafts in respect of Hard Copy Applications and Electronic Payment in the case of Electronic Applications.
Due to restrictions under the securities laws of the Restricted Jurisdictions and subject to certain exceptions, Excluded Overseas Applicants will not
qualify to participate in the Offer and will not be entitled to download, print or complete an Application Form.
The New B Shares have not been and will not be registered under the relevant laws of any Restricted Jurisdiction or any state, province or territory
thereof and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdiction or to, or for
the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any Restricted Jurisdiction
except pursuant to an applicable exemption.
No public offer of New B Shares is being made by virtue of the Prospectus or the Application Forms into any Restricted Jurisdiction. Downloading or
receipt (by whichever means) of the Prospectus and/or an Application Form will not constitute an invitation or offer of securities for subscription, sale
or purchase in those jurisdictions in which it would be illegal to make such an invitation or offer and, in those circumstances, the Prospectus and/or the
Application Form must be treated as sent for information only and should not be copied or redistributed.
7.2 United States
The Prospectus is intended for use only in connection with offers and sales of New B Shares outside the United States and is not to be downloaded
by, sent or given to any person within the United States. The New B Shares offered hereby are not being registered under the Securities Act, for the
purposes of sales outside of the United States.
The Prospectus (or any part thereof) may not be transmitted in or into the United States whether in electronic or any other format.
Subject to certain exceptions, the New B Shares will be distributed, offered or sold, as the case may be, outside the United States in offshore
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transactions within the meaning of, and in accordance with, Regulation S under the Securities Act.
Other Restricted Jurisdictions
The New B Shares have not been and will not be registered under the relevant laws of any Restricted Jurisdiction or any state, province or territory
thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdiction or to, or for the account
or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except
pursuant to an applicable exemption.
No offer of New B Shares is being made by virtue of the Prospectus or the Application Forms into any Restricted Jurisdiction.
7.6 Other overseas territories
Application Forms sent in jurisdictions other than the Restricted Jurisdictions may, subject to the laws of their relevant jurisdiction, subscribe for New
B Shares under the Offer in accordance with the instructions set out in the Prospectus and the Application Form. Such Potential Applicants who have
registered addresses in, or who are resident or ordinarily resident in, or citizens of, countries other than the UK should, however, consult appropriate
professional advisers as to whether they require any governmental or other consents or need to observe any further formalities to enable them to apply
for any New B Shares.
7.7 Representations and warranties relating to Overseas Applicants
Any person completing and returning an Application Form or requesting registration of the New B Shares comprised therein represents and warrants
to the Company and the Registrar that, except where proof has been provided to the Company’s satisfaction that such person’s use of the Application
Form will not result in the contravention of any applicable legal requirements in any jurisdiction: (i) such person is not requesting registration of the
relevant New B Shares from within any Restricted Jurisdiction; (ii) such person is not in any territory in which it is unlawful to make or accept an offer
to acquire New B Shares or to use the Application Form in any manner in which such person has used or will use it; (iii) such person is not acting on
a non-discretionary basis for a person located within any Restricted Jurisdiction or any territory referred to in (ii) above at the time the instruction to
accept was given; and (iv) such person is not acquiring New B Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly
or indirectly, of any such New B Shares into any of the above territories. The Company and/or the Registrar may treat as invalid any acceptance or
purported acceptance of the allotment of New B Shares comprised in an Application Form if it: (i) appears to the Company or its agents to have been
executed, effected or dispatched from a Restricted Jurisdiction or in a manner that may involve a breach of the laws or regulations of any jurisdiction or
if the Company or its agents believe that the same may violate applicable legal or regulatory requirements; or (ii) purports to exclude the representation
and warranty required by this sub-paragraph.
7.8 Waiver
Applicants may be waived, varied or modified as regards specific Shareholders or on a general basis by the Company, in its absolute discretion. Subject
to this, the provisions of this paragraph 6 supersede any terms of the Offer inconsistent herewith. References in this paragraph 6 to Shareholders shall
include references to the person or persons executing an Application Form and, in the event of more than one person executing an Application Form,
the provisions of this paragraph 6 shall apply to them jointly and to each of them.
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8. Issue
The result of the Offer is expected to be periodically announced on the Company’s website with the final results to be announced with 5 Business
Days of the Offer closing. Share certificates in respect of the New B Shares validly applied for are expected to be dispatched by email within one
week of the New B Shares being allotted. No temporary documents of title will be issued pending the issue of definitive electronics certificates. All
documents sent by, to, from or on behalf of applicants, or as they may direct, will be sent via email. In the event that an email or document is not
received, Investors should contact the Receiving Agent to arrange the dispatch of a replacement.
9. Times and dates
The Company shall, in its discretion, and after consultation with its financial and legal advisers, be entitled to amend or extend the latest date for
acceptance under the Offer and all related dates set out in the Prospectus by way of an announcement on the Company’s website but Potential
Applicants may not receive any further written communication.
If a supplementary document is published by the Company two or fewer Business Days prior to the latest time and date for acceptance and payment
in full under the Offer specified in the Prospectus, the latest date for acceptance under the Offer shall be extended to the date that is at least three
Business Days after the date of publication of the supplementary document (and the dates and times of principal events due to take place following
such date shall be extended accordingly).
10.Taxation
Certain statements regarding UK taxation in respect of the New B Shares and the Offer are set out on page 34 (Taxation). Potential Applicants who are
in any doubt as to their tax position in relation to taking up their entitlements under the Offer, or who are subject to tax in any jurisdiction other than the
UK, should immediately consult a suitable professional adviser.
11. Governing law and jurisdiction
The terms and conditions of the Offer as set out in the Prospectus, the Application Form and any non-contractual obligation related thereto shall be
governed by, and construed in accordance with, the laws of Scotland. The courts of Scotland are to have exclusive jurisdiction to settle any dispute
which may arise out of or in connection with the Offer, the Prospectus or the Application Form including, without limitation, disputes relating to any
non-contractual obligations arising out of or in connection with the Offer, the Prospectus or the Application Forms. By taking up New B Shares under
the Offer in accordance with the instructions set out in the Prospectus and, where applicable, either of the Application Forms, Potential Applicants
irrevocably submit to the jurisdiction of the courts of Scotland and waive any objection to proceedings in any such court on the ground of venue or on
the ground that proceedings have been brought in an inconvenient forum.
Further information
Your attention is drawn to the further information set out in the Prospectus and also to the terms, conditions and other information printed on either
Application Form.
TAXATION
1.
UK Taxation
The following information, which sets out the taxation treatment for holders of New B Shares, is based on existing law in force in the UK and what is
understood to be current HM Revenue & Customs (“HMRC”) practice, each of which may be subject to change, possibly with retroactive effect. It
is intended as a general guide only and applies to potential shareholders who are resident or ordinarily resident in the UK for tax purposes (except to
the extent that specific reference is made to potential shareholders resident or ordinarily resident outside the UK), who will hold the New B Shares as
investments and who are the absolute beneficial owners of those New B Shares but is not applicable to all categories of potential shareholders, and
in particular, is not addressed to (i) special classes of potential shareholders such as dealers in securities or currencies, broker-dealers or investment
companies and (ii) potential shareholders who have acquired their New B Shares by virtue of or in connection with their or another’s office or
employment.
The information does not purport to be comprehensive or to describe all potential relevant tax considerations and does not generally consider tax relief
or exemptions. Potential Applicants who are in doubt as to their tax position, or who are subject to tax in a jurisdiction other than the UK, are strongly
recommended to consult their professional advisers.
Dividends
Under current UK tax legislation the Company will not be required to withhold UK tax from any dividends paid by the Company.
An individual potential shareholder resident (for tax purposes) in the UK who receives a dividend from the Company will be entitled to a tax credit equal
to one-ninth of the cash dividend received which he may set off against his total income tax liability for the tax year in which the dividend is received.
Basic rate taxpayers will normally have no further liability to tax on the dividend. In the current tax year, higher rate taxpayers will be liable to tax on the
sum of the dividend plus the tax credit at the higher rate of 32.5% against which liability the tax credit can be offset. The effective rate of tax to a higher
rate taxpayer is 25% of the cash dividend received.
Subject to certain limited exceptions, a corporate shareholder resident (for tax purposes) in the UK will not be liable to UK corporation tax on any
dividend received from the Company. Such corporate shareholders will not be able to reclaim repayment of the tax credit attaching to any dividend.
UK pension funds are generally exempt from tax on dividends they receive and will not be able to reclaim the tax credit attaching to any dividend paid
by the Company.
The right of a potential shareholder who is not resident (for tax purposes) in the UK to a tax credit in respect of a dividend received from the Company
and to claim payment of any part of that tax credit from HMRC will depend on the existence of and the prevailing terms of any double taxation
convention between the UK and the country in which the potential shareholder is resident. Such a potential shareholder should consult his own tax
adviser concerning his tax liability on dividends received, whether he is entitled to claim any part of the tax credit, and if so, the procedure for doing so.
Chargeable Gains – Disposal of New B Shares
A disposal of New B Shares acquired under the Offer by a Potential Applicant who is resident, or in the case of an individual, ordinarily resident in the
UK for tax purposes in the relevant year of assessment may give rise to a chargeable gain (or allowable loss) for the purposes of UK capital gains tax
(where the Shareholder is an individual) or UK corporation tax on chargeable gains (where the Potential Applicant is within the charge to UK corporation
tax), depending on the circumstances and subject to any available exemption or relief.
An individual Potential Applicant who ceases to be resident or ordinarily resident in the UK (for tax purposes) for a period broadly of less than five
years and who disposes of the ‘B’ Shares during that period may also be liable to UK capital gains tax on his return to the UK (subject to any available
exemption or relief).
A Potential Applicant who is not resident or, in the case of an individual, ordinarily resident for tax purposes in the UK (and is not temporarily nonresident as described above) will not be liable for UK tax on capital gains realised on the sale or other disposal of his New B Shares unless such New
B Shares are used, held or acquired for the purposes of a trade, profession or vocation carried on in the UK through a branch or agency or, in the case
of a corporate Shareholder, through a permanent establishment. Such Potential Applicant may be subject to foreign taxation on any gain subject to the
terms of any applicable double tax treaty.
Inheritance Tax (“IHT”)
The New B Shares are assets situated in the UK for the purposes of UK IHT. The gift of such shares by, or on the death of, an individual Potential
Applicant may give rise to a liability of UK IHT.
Stamp Duty and stamp duty reserve tax (“SDRT”)
Shares are issued or transferred (i) to, or to a nominee for, a person whose business is or includes the provision of clearance services (a “Clearance
Service”) or (ii) to, or to a nominee or agent for, a person whose business is or includes issuing depositary receipts (a “Depositary Receipts System”).
In this event, stamp duty or SDRT will generally be payable at the higher rate of 1.5 per cent. of the consideration payable, or in certain circumstances,
the value of the New B Shares (rounded up to the nearest £5 in the case of stamp duty).
Any transfer by Potential Applicants in the New B Shares will be subject to stamp duty or SDRT in the normal way. The transfer on sale of New
B Shares will generally be liable to stamp duty at the rate of 0.5 per cent. (rounded to the nearest multiple of £5) of the consideration paid. An
unconditional agreement to transfer such shares will generally be liable to SDRT at the rate of 0.5 per cent. of the consideration paid, but such liability
will be cancelled if the agreement is completed by a duly-stamped transfer within six years of the agreement having become unconditional.
The statements in this paragraph are intended as a general guide to the current UK stamp duty and SDRT position and do not apply (i) to persons such
as market makers, dealers, brokers, intermediaries and persons (or nominees or agents for such persons) who issue depositary receipts or operate
clearance services to whom special rules apply or (ii) as regards transfers of shares to any of the persons mentioned in (i).
2. Withholding taxation: Bulgaria, Croatia, Czech Republic, Cyprus, Denmark, Estonia, Finland, Greece, Hungary, Iceland, Malta,
Latvia, Lithuania, Luxembourg, the Netherlands, Norway, Poland, Portugal, The Republic of Ireland, Romania, Slovak Republic,
Slovenia and Sweden.
As far as the Company is aware, under the current law of the above named jurisdictions, the Company will not be required to withhold tax in that
jurisdiction at source from dividend payments it makes.
3.
Austria: Withholding Taxation
Any payments of dividends in respect of the New B Shares will generally be made free of any withholding or deduction for or on account of any taxes in
Austria. However, under certain conditions, Austrian withholding tax at a rate of up to 25% may apply if the New B Shares, as applicable, are deposited
with an Austrian resident entity acting as depositary or custodian.
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4.
Belgium: Withholding Taxation
Dividends paid by the Company will be subject to Belgian withholding tax at the rate of 25% if paid or made available through a professional
intermediary in Belgium, and subject to such relief as may be available under applicable domestic provisions. Dividends subject to the dividend
withholding tax include all benefits paid on or attributed to the New B Shares, irrespective of their form, as well as reimbursements of statutory capital,
except reimbursements of fiscal capital provided certain conditions are complied with. In principle, fiscal capital includes the paid-up statutory capital,
paid-up issue premiums and the amounts subscribed to at the time of the issue of profit-sharing certificates, if treated in the same way as capital
according to the articles of association of the Company.
5.
France: Withholding Taxation
All payments of dividends by the Company will be made free and clear of any withholding or deduction for or on account of French tax, save as
described below. Mandatory French withholding tax is levied at the rate of 21% on dividends if paid by a paying agent established in France to French
tax resident individuals holding ordinary shares as part of their private assets, or upon election for such withholding at source by the individual if the
paying agent is based elsewhere in the European Union, in Iceland, Norway or Liechtenstein.
6.
Germany: Withholding Taxation
All payments of dividends by the Company will be made free and clear of any withholding or deduction for or on account of German tax, save as
described below. Mandatory German withholding tax (Kapitalertragsteuer) will be levied at the rate of 26.375% (including solidarity surcharge
(Solidaritätszuschlag)) on dividends and on capitals gains realised upon the sale of New B Shares, subject to certain exceptions, if paid in its capacity
as paying agent (auszahlende Stelle) by a German branch of a German or non-German credit or financial services institution or by a German securities
trading business or a German securities trading bank established in Germany to German tax resident shareholders.
7.
The following definitions apply throughout the Prospectus, unless the context requires otherwise:
the Companies Act 1985
“2006 Act”
the Companies Act 2006
“1985 Act”
“AGM”
the Annual General Meeting of the Company to be held on 6 June 2015
“Anchor Brewers”
Anchor Brewers and Distillers LLC, a company incorporated in Delaware
“Application Forms”
the Hard Copy Application Form and/or the Electronic Application (as the context requires)
“Articles”
the articles of association of the Company
“Associate” has the meaning set out in the Articles
Italy: Withholding Taxation
Under current Italian tax law, the Company will not be required to apply Italian withholding taxes at source from dividend payments it makes. Under
certain conditions, Italian withholding taxes may apply if the New B Shares are deposited with an Italian resident entity or in the event that an Italian
financial intermediary intervenes, in any way, in the collection of the dividend payments.
8.
DEFINITIONS
Spain: Withholding Taxation
Any payments of dividends in respect of New B Shares will generally be made free of any withholding or deduction for or on account of any taxes
in Spain. However, under certain conditions, Spanish withholding taxes may apply if the New B Shares, as applicable, are deposited with a Spanish
resident entity acting as depositary or custodian.
The statements above in relation to non-UK withholding tax do not amount to tax advice and Potential Applicants in those jurisdictions
should seek their own independent advice.
“A Shares”
the 1,014,969 A ordinary shares of £0.05 each in issue prior to the date of this Offer Document
“B Shares”
together the Existing B Shares and the New B Shares
“Board”
the board of directors of the Company
“BrewDog” or “Company”
BrewDog plc, a company registered in Scotland with registered number SC311560
“Business Day”
any day on which banks are generally open in Aberdeen and London for the transaction of business, other than a
Saturday or Sunday or a public holiday
“certificated form” shares issued in the form of a share certificate
“Computershare”
Computershare Investor Services PLC
“Directors”
the directors of the Company, whose names are set out on page 25 of this Securities Note and “Director” shall
mean any one of them
“Discount Rights”
means the discount rights set out in Article 44 of the Articles
“Electronic Application Form”the application form which may be completed online from the Website for use by Potential Applicants relating to
applications for New B Shares when they wish to pay by Electronic Payment
“Electronic Payment”payment by debit card or credit card as detailed on the Website will be accepted by the Receiving Agent, who may
in its absolute discretion reject any payment
“Enlarged Issued
Share Capital”the 5,074,800 A Shares and 1,348,446 B Shares which will be the maximum number of A Shares and B Shares in
issue following completion of the Offer
“EU” the European Union
“Excluded Overseas Applicant”other than as agreed in writing by the Company and as permitted by applicable law, Potential Applicants who are
located or have registered addresses in a Restricted Jurisdiction
“Executive Directors”James Bruce Watt, Alan Martin Dickie, Martin Dempster and Neil Simpson, being the executive directors
of the Company
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“Existing Shares” or
“Existing Ordinary Shares”
the A and B Shares in issue as at the date of the Prospectus
“Existing B Shares”
the 164,426 B ordinary shares of £0.05 each in issue prior to the date of this Offer Document
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“FCA” “Final Acceptance Date”
“FSMA” the Financial Conduct Authority
“Securities Act”
the United States Securities Act of 1933 (as amended)
20 April 2016
“Securities Note”
this document, forming part of the Prospectus
“Section 551
Amount” has the meaning set out in the Articles
“Shareholders”
holders of A Shares or B Shares, each individually being a “Shareholder”
“Statutes”
t he 1985 Act, the 2006 Act and every other statute (and any subordinate legislation, order or regulations made under any of
them) concerning companies and affecting the Company, in each case, as they are for the time being in force
the Financial Services and Markets Act 2000 as amended
“Hard Copy
Application Form”the Application Form which may be downloaded from the Website for use by Potential Applicants relating to applications for
New B Shares when they wish to pay by cheque or bankers draft
“HMRC”
HM Revenue & Customs
“Issue” the issue of the New B Shares to the successful Potential Applicants
“Summary”
the summary published by the Company of even date with the date of this Securities Note, forming part of the Prospectus
“Issue Price”
£47.50 per New B Share
“Takeover Code”
the City Code on Takeovers and Mergers
“London Stock
Exchange”
London Stock Exchange plc
“Memorandum
of Association” the Company’s memorandum of association
“Money Laundering
Regulations”
the Money Laundering Regulations 2007 (SI 2007/2 157)
“Net Proceeds”
approximately £24,800,000 being the net proceeds from the issue of the New B Shares under the Offer
“New B Shares”
up to 526,316 B ordinary shares of 1p each proposed to be issued by the Company pursuant to the Offer
“Non-Executive
Director”
Charles Keith Greggor
“Official List” the Official List of the UK Listing Authority
“UK” or
“United Kingdom” the United Kingdom of Great Britain and Northern Ireland
“UKLA”
the FCA acting in its capacity as competent authority for Part VI of FSMA
“United States”
or “US” the United States of America, its territories and possessions, any State of the United States and the District of Columbia
“Website”
www.brewdog.com/equityforpunks and www.equityforpunks.com
In the Prospectus all references to times and dates are a reference to those observed in London, UK. In this Prospectus the symbols
“£” and “p” refer to pounds and pence sterling respectively.
“Offer” or
“Equity For Punks IV”the invitation by the Company to Potential Applicants to apply to subscribe for New B Shares on the terms and
conditions set out in the Prospectus and in the Application Form
“Overseas
Applicants”Potential Applicants who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, or which are
corporations, partnerships or other entities created or organised under the laws of countries other than the UK or persons who
are nominees of or custodians, trustees or guardians for citizens, residents in or nationals of, countries other than the UK which
may be affected by the laws or regulatory requirements of the relevant jurisdictions
“Potential
Applicants”means applicants for New B Shares other than applicants from Restricted Jurisdictions and any other applicants who are not
entitled to receive this offer pursuant to the securities regulations in their jurisdiction
“Prospectus”
together, this document, the Registration Document and the Summary
“Receiving Agent”Computershare
38
“Registrar”
Computershare
“Registration
Document”
the registration document published by the Company of even date with this Securities Note, forming part of the Prospectus
“Regulation S” Regulation S promulgated under the Securities Act
“Restricted
Jurisdiction”
each of Australia, Canada, Japan, New Zealand, South Africa and the United States
39
IF WE DISBELIEVE EVERYTHING, BECAUSE WE CANNOT CERTAINLY KNOW ALL
THINGS, WE SHALL DO MUCH WHAT AS WISELY AS HE, WHO WOULD NOT USE
HIS LEGS, BUT SIT STILL AND PERISH, BECAUSE HE HAD NO WINGS TO FLY.
John Locke.
FOR MORE INFORMATION, VISIT WWW.BREWDOG.COM/EQUITYFORPUNKS